Poly Union Chemical Holding Group Co.Ltd(002037) independent director
On matters related to the 18th meeting of the 6th board of directors
separate opinion
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of Shenzhen Stock Exchange, the Poly Union Chemical Holding Group Co.Ltd(002037) articles of association and other relevant provisions of China Securities Regulatory Commission, we, as independent directors of Poly Union Chemical Holding Group Co.Ltd(002037) (hereinafter referred to as “the company”), based on independent judgment, The independent opinions on the relevant matters considered at this meeting are as follows:
1、 Independent opinions on the proposal on correction and explanation of the performance commitment of major asset restructuring in 2018
After reviewing the notes of Poly Union Chemical Holding Group Co.Ltd(002037) on the correction of the performance commitments of major asset restructuring in 2018 and the special audit report of Poly Union Chemical Holding Group Co.Ltd(002037) on the correction of the performance commitments of major asset restructuring in 2018 “(Xin Hui Shi Bao Zi [2022] No. zg10105), We believe that the above documents fairly reflect the target companies of the company’s major asset restructuring in 2018, Guizhou Panjiang civil blasting Co., Ltd., Guizhou Kaiyuan Blasting Engineering Co., Ltd Difference between actual profit and performance commitment of Shandong Yinguang civil explosive equipment Co., Ltd. (now renamed “poly aoruikai (Shandong) Mining Service Co., Ltd.”) in 20182020. Therefore, we agree with the contents of the motion.
2、 Independent opinions on the proposal on compensation of shares by performance commitment compensation obligors of directional repurchase
After reviewing the proposal on compensation shares to be compensated by performance commitment compensation obligors of directional repurchase, we believe that the deliberation procedures of compensation shares to be compensated by performance commitment compensation obligors of directional repurchase of the company comply with the provisions of relevant laws and regulations, and the number and price of cancelled shares of this repurchase comply with the agreement between the company and the counterparty, without damaging the shareholders of the company, Especially the interests of minority shareholders. Therefore, we agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation. 3、 Independent opinions on the proposal on the special report on the use of the company’s previously raised funds (issuing shares to buy assets)
After reviewing the report of Poly Union Chemical Holding Group Co.Ltd(002037) as of December 31, 2021, we believe that the company has strictly complied with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the company on the deposit and use of raised funds, and the relevant information on the use of raised funds disclosed this time is true, accurate and complete, There are no irregularities in the deposit and use of raised funds. Therefore, we agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Independent directors: Wang Hongqian, Zhang Ruibin, Li Ping February 28, 2022
